Chemung Financial Form 4: Executive Disposal Reduces Direct Holdings

Rhea-AI Filing Summary

Chemung Financial Corp (CHMG) reporting person Thomas W. Wirth, Executive Vice President, disclosed a sale of common stock on 10/01/2025. The filing shows 1,396 shares were disposed of at $52.75 per share. After the reported sale, Mr. Wirth beneficially owned 3,259 shares directly and an additional 19,387.603 shares indirectly through a qualified plan. The Form 4 notes that the indirect amount includes dividends reinvested under the issuer's Dividend Reinvestment Plan. The form was signed by an attorney-in-fact on 10/02/2025.

Positive

• Transparent disclosure of insider transaction filed under Section 16
• Indirect holdings of 19,387.603 shares via qualified plan indicate continued long-term exposure
• Form signed by attorney-in-fact, showing procedural compliance

Negative

• Direct holdings reduced by sale of 1,396 shares at $52.75 each

Insights

Financial Analyst

TL;DR: Insider sale of 1,396 shares at $52.75 reduces direct stake; indirect holdings via qualified plan remain materially larger.

The reported sale is a routine Section 16 disclosure showing a modest reduction in direct ownership by an executive officer. The existence of 19,387.603 shares held indirectly through a qualified plan suggests continued long-term exposure by the reporting person despite the disposition. No derivative transactions or additional compensatory awards are disclosed, and the filing includes a clarification that dividend reinvestments contribute to indirect holdings.

Corporate Governance Expert

TL;DR: Form 4 compliance is timely and transparent; the transaction appears procedural rather than governance-altering.

The filing identifies the reporting person as an Executive Vice President and documents the sale and remaining beneficial ownership clearly. The inclusion of an attorney-in-fact signature is proper and the explanatory remark about the Dividend Reinvestment Plan increases disclosure quality. There are no indications of related-party transactions, grants, or changes to control in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Wirth Thomas W

(Last) (First) (Middle)

ONE CHEMUNG CANAL PLAZA

PO BOX 1522

(Street)

ELMIRA NY 14902-1522

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CHEMUNG FINANCIAL CORP [ CHMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	10/01/2025		F		1,396	D	$52.75	3,259	D
COMMON STOCK								19,387.603(1)	I	By Qualified Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes dividends issued periodically under the Issuer's Dividend Reinvestment Plan.

Remarks:

	Kathleen S. McKillip, Attorney-in-Fact, pursuant to Power of Attorney dated April 17, 2019.	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CHMG report on 10/01/2025?

The filing reports that Thomas W. Wirth sold 1,396 shares of CHMG common stock at $52.75 per share on 10/01/2025.

How many CHMG shares does the reporting person own after the transaction?

After the reported sale, the reporting person beneficially owned 3,259 shares directly and 19,387.603 shares indirectly through a qualified plan.

Who filed the Form 4 for CHMG and what is their role?

The Form 4 lists Thomas W. Wirth as the reporting person, identified as Executive Vice President; the form was signed by Kathleen S. McKillip as attorney-in-fact.

Does the filing mention dividend reinvestment?

Yes. The filing explains that the indirect holdings include dividends issued periodically under the issuer's Dividend Reinvestment Plan.

Were any derivative transactions disclosed in this Form 4?

No. Table II for derivative securities contains no reported transactions; only non-derivative common stock transactions are reported.